Dear Investor

It is with great pleasure that I present this Prospectus to you on behalf of the Directors of AXG Mining Limited (AXG). AXG is aiming to be a successful precious metals explorer and producer.

AXG’s parent company, WRF Securities Limited (WRF) is focused on Funds Management and in 2002 WRF assigned its minerals assets in Western Australia and the Philippines to AXG. These assets form the basis of this Prospectus.

AXG’s main asset is its Murchison Project in Western Australia which still contains global gold resources of over 500,000 ounces remaining after 1996-2001 mining produced 396,900 ounces from the Western Queen and Gilbeys deposits.

The majority of the Murchison Project tenements cover about 70% of the Warda Warra Greenstone Belt which has been largely unexplored away from the Western Queen and Western Queen South deposits, although it is similar in size and setting to belts hosting world class deposits in Western Australia such as Plutonic and Big Bell. AXG will be exploring to find another such deposit in this belt.

AXG’s initial focus after listing will be on testing new targets that have been identified by Geoinformatics Exploration Australia Pty Ltd from an extensive review and interpretation of low level geophysical data in conjunction with geochemical and drilling results. A priority target is the up dip extension of a zone located east of the Western Queen South resource where a drill hole intersected 21m at 1.9g/t gold, including 2m at 5.2g/t.

The Murchison Project comprises AXG’s 100% owned tenements and tenements which are in joint venture with Equigold NL with AXG holding 49.9%. The joint venture tenements contain the known gold resources. Joint venture terms have been varied to allow AXG to earn up to an 80% interest in the Western Queen and the Western Queen South tenements where there are already over 130,000 ounces identified.

The West Musgrave Project in Western Australia is a joint venture with WMC Resources Ltd (WMCR) which presents several possibilities for PGE and nickel mineralisation. WMCR has already spent over $1.6 million of the $5.0 million it may spend to earn a 75% interest and before AXG is required to contribute.

In the Philippines, AXG holds a 28% indirect interest in the Boston Project which comprises three exploration tenement applications for gold, silver and copper. This project is in the early stages of application and exploration. It represents a longer term view for AXG to grow through its exploration projects.

AXG’s Board has three Directors with extensive experience in the resources industry. Mr Robert Nichevich and Mr Charles Mostert and I will oversee the direction of AXG along with Mr Harjinder Kehal who has been engaged as AXG’s Chief Operating Officer. Mr Kehal is a respected and experienced geologist with over 18 years in the mining industry.

WRF has been issued 14,750,000 Existing Shares and 13,000,000 Existing Shares have been issued to other investors for the provision of seed capital. Investors and WRF shareholders are invited to subscribe for a further 12,500,000 Shares at 20 cents each to raise $2,500,000 to fund two years’ exploration of AXG’s resource projects and to provide for administration and working capital.

On behalf of my fellow Directors, I invite you to become a shareholder of AXG and welcome your participation in AXG’s exciting exploration projects.

Peter Jermyn
Chairman
March 2004